Item 2. Trustee's Discussion and Analysis of Financial Condition and Results
of Operations.

The following discussion of the Trust's financial condition and results of
operations should be read in conjunction with the financial statements and notes
thereto. The Trust's purpose is, in general, to hold the net profits interest,
to distribute to the Trust unitholders cash that the Trust receives in respect
of the net profits interest and the assigned interest in the hedge contracts and
to perform certain administrative functions in respect of the net profits
interest and the Trust units. The Trust derives substantially all of its income
and cash flows from the net profits interest and the hedge contracts.

The cash received by the Trust from VOC Brazos during the quarter ended
March 31, 2014 substantially represents the production and settlement of hedge
contracts by VOC Brazos from September 2013 through November 2013. The cash
received by the Trust from VOC Brazos during the quarter ended March 31, 2013
substantially represents the production by VOC Brazos from September 2012
through November 2012. The revenues from oil production are typically received
by VOC Brazos one month after production.

Gross proceeds. Oil and natural gas sales were $19,291,284 for the three months
ended March 31, 2014, an increase of $1,992,299 or 11.5% from $17,298,985 for
the three months ended March 31, 2013. Revenues are a function of oil and
natural gas sales prices and volumes sold. The increase in gross proceeds was
due to higher market prices for oil and natural gas and an increase

in oil sales volumes during the first quarter of 2014. These increases were
slightly offset by a decrease in natural gas sales during the first quarter of
2014. During the three months ended March 31, 2014, the average price for oil
increased 10.1% to $95.98 per Bbl and the average price for natural gas
increased 22.8% to $4.52 per Mcf. Oil sales volumes were 194,014 Bbls for the
three months ended March 31, 2014, an increase of 1,841 Bbls or 1.0% from
192,173 Bbls, while natural gas sales volumes were 148,073 Mcf, a decrease of
615 Mcf or 0.4%.

Costs. Lease operating expenses were $3,685,711 for the three months ended
March 31, 2014, a decrease of $18,062 or 0.5% from $3,703,773 for the three
months ended March 31, 2013. Production and property taxes were $2,335,396 for
the three months ended March 31, 2014, a decrease of $216,054 or 8.5% from
$2,551,450 for the same period in 2013. Such decrease is primarily due to a
13.7% decrease in ad valorem taxes. Development expenses were $796,133 for the
three months ended March 31, 2014, a decrease of $6,136,912 or 88.5% from
$6,933,045 for the same period in 2013. The decrease was primarily due to the
timing of when the costs were incurred as well as costs associated with a
horizontal well that was abandoned in 2013 due to mechanical issues with the
wellbore.

Settlement of hedge contracts. Cash settlements relating to hedge contracts
resulted in losses of $123,630 for the three months ended March 31, 2014, a
decrease of $1,259,639 from gains of $1,136,009 for the three months ended
March 31, 2013. The decrease was due primarily to lower hedge volumes, offset by
higher market prices for oil and lower hedge strike prices.

Excess of revenues over direct operating expenses and lease equipment and
development costs. The excess of revenues over direct operating expenses and
lease equipment and development costs from the underlying properties was
$12,350,414 for the three months ended March 31, 2014, an increase of $7,103,688
or 135.4% from $5,246,726 for the three months ended March 31, 2013. The
Trust's 80% net profits interest of these totals were $9,880,331 and $4,197,381,
respectively. During the three months ended March 31, 2014 and 2013, VOC Brazos
released $0 and $250,000, respectively, from the cash reserve for future
development, maintenance or operating expenditures, which resulted in income
from the net profits interest of $9,880,331 and $4,447,381 for such periods,
respectively. These amounts were further reduced by a Trust holdback for future
expenses of $190,331 and $27,381 for the three months ended March 31, 2014 and
2013, respectively. The Trustee paid general and administrative expenses of
$375,659 for the three months ended March 31, 2014, an increase of $116,875 from
$258,784 for the three months ended March 31, 2013. These factors resulted in
distributable income for the three months ended March 31, 2014 of $9,690,000, an
increase of $5,270,000 from $4,420,000 for the three months ended March 31,
2013.

Liquidity and Capital Resources

Other than Trust administrative expenses, including any reserves established by
the Trustee for future liabilities, the Trust's only use of cash is for
distributions to Trust unitholders. Administrative expenses include payments to
the Trustee as well as a quarterly administrative fee to VOC Brazos pursuant to
an administrative services agreement. Each quarter, the Trustee determines the
amount of funds available for distribution. Available funds are the excess cash,
if any, received by the Trust from the net profits interest and other sources
(such as interest earned on any amounts reserved by the Trustee) in that
quarter, over the Trust's expenses paid for that quarter. Available funds are
reduced by any cash that the Trustee decides to hold as a reserve against future
expenses. As of March 31, 2014, $265,942 was held by the Trustee as such a
reserve.

The Trustee may cause the Trust to borrow funds required to pay expenses if the
Trustee determines that the cash on hand and the cash to be received are
insufficient to cover the Trust's expenses. If the Trust borrows funds, the
Trust unitholders will not receive distributions until the borrowed funds are
repaid. During the three months ended March 31, 2014 and 2013, there were no
such borrowings. VOC Brazos has provided a letter of credit in the amount of $1
million to the Trustee to protect the Trust against the risk that it does not
have sufficient cash to pay future expenses.

Income to the Trust from the net profits interest is based on the calculation
and definitions of "gross proceeds" and "net proceeds" contained in the
conveyance.

As substantially all of the underlying properties are located in mature fields,
VOC Brazos does not expect future costs for the underlying properties to change
significantly compared to recent historical costs other than changes due to
fluctuations in the general cost of oilfield services. VOC Brazos may establish
a cash reserve of up to $1.0 million in the aggregate at any given time from the
dollar amount otherwise distributable to the Trust to reduce the impact on
distributions of uneven capital expenditure timing. VOC Brazos released $0 and
$250,000 in January 2014 and 2013, respectively, in accordance with this cash
reserve. The reserve balance was $1,000,000 and $0 at March 31, 2014 and 2013,
respectively.

The amounts received by VOC Brazos from the hedge contract counterparty upon
settlement of the hedge contracts will reduce the operating expenses related to
the underlying properties in calculating the net proceeds. However, if the hedge
payments received by VOC Brazos under the hedge contracts and other
non-production revenue exceed operating expenses during a quarterly period, the

ability to use such excess amounts to offset operating expenses will be
deferred, with interest accruing on such amounts at the prevailing prime rate,
until the next quarterly period where the hedge payments and the other
non-production revenue are less than such expenses. In addition, the aggregate
amounts paid by VOC Brazos on settlement of the hedge contracts will reduce the
amount of net proceeds paid to the Trust.

The Trust does not have any transactions, arrangements or other relationships
with unconsolidated entities or persons that could materially affect the Trust's
liquidity or the availability of capital resources.

Hedge Contracts

The revenues derived from the underlying properties depend substantially on
prevailing crude oil prices and, to a lesser extent, natural gas prices. As a
result, commodity prices also affect the amount of cash flow available for
distribution to the Trust unitholders. Lower prices may also reduce the amount
of oil and natural gas that VOC Brazos can economically produce. VOC Brazos
sells the oil and natural gas production from the underlying properties under
floating market price contracts each month. VOC Brazos has entered into hedge
contracts for the six months ending June 30, 2014, to reduce the exposure of the
revenues from oil production from the underlying properties to fluctuations in
crude oil prices and to achieve more predictable cash flow. However, these
contracts limit the amount of cash available for distribution if prices increase
above the fixed hedge price. The hedge contracts consist of fixed price swap
contracts that have been placed with major trading counterparties whom VOC
Brazos believes represent minimal credit risk. The Trust cannot provide
assurance, however, that these trading counterparties will not become credit
risks in the future.

The crude oil swap contracts will settle based on the average of the settlement
price for each commodity business day in the contract month. In a swap
transaction, the counterparty is required to make a payment to VOC Brazos for
the difference between the fixed price and the settlement price if the
settlement price is below the fixed price. VOC Brazos is required to make a
payment to the counterparty for the difference between the fixed price and the
settlement price if the settlement price is above the fixed price. From
April 1, 2014 through June 30, 2014, VOC Brazos' crude oil price risk management
positions in swap contracts are as follows:

The amounts received by VOC Brazos from the hedge contract counterparty upon
settlement of the hedge contracts will reduce the operating expenses related to
the underlying properties in calculating the net proceeds. However, if the
hedge payments received by VOC Brazos under the hedge contracts and other
non-production revenue exceed operating expenses during a quarterly period, the
ability to use such excess amounts to offset operating expenses will be
deferred, with interest accruing on such amounts at the prevailing prime rate,
until the next quarterly period where the hedge payments and the other
non-production revenue are less than such expenses. In addition, the aggregate
amounts paid by VOC Brazos on settlement of the hedge contracts will reduce the
amount of net proceeds paid to the Trust.

Note Regarding Forward-Looking Statements

This Form 10-Q includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this Form 10-Q, including without
limitation the statements under "Trustee's Discussion and Analysis of Financial
Condition and Results of Operations" are forward-looking statements. Although
VOC Brazos advised the Trust that it believes that the expectations reflected in
the forward-looking statements contained herein are reasonable, no assurance can
be given that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from expectations
("Cautionary Statements") are disclosed in this Form 10-Q and in the Trust's
Annual Report on Form 10-K for the year ended December 31, 2013 (the
"Form 10-K"), including under the section "Item 1A. Risk Factors". All
subsequent written and oral forward-looking statements attributable to the Trust
or persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Statements.